1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on August 20, 2024, converted 207,050 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on August 20, 2024 and then converted 192,878 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on August 21, 2024. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on August 20, 2024 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan.
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(2)
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The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date.
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(3)
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This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $31.63 to $32.6177. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (4) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
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(4)
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This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $32.63 to $32.70. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (3) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
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(5)
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This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $31.97 to $32.65. The price reported above reflects the weighted average sale price of trades occurring within that price range. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
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(6)
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This transaction is part of a related series of transactions. The Reporting Person converted 575,072 shares of Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock in the open market pursuant to a preexisting Rule 10b5-1 trading plan, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into on December 12, 2023.
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(7)
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This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $31.85 to $32.84. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (8) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
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(8)
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This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $32.85 to $33.12. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (7) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
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(9)
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These securities are RSUs granted pursuant to the Issuer's Amended 2010 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.
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(10)
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The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.
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(11)
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These securities are RSUs granted pursuant to the Issuer's 2020 Executive Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.